Statement of Changes in Beneficial Ownership (4)
May 29 2020 - 2:03PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
CAPOZZI HEIDI B |
2. Issuer Name and Ticker or Trading Symbol
MCDONALDS CORP
[
MCD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP - Chief People Officer |
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(Last)
(First)
(Middle)
MCDONALD'S CORPORATION, 110 NORTH CARPENTER STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/28/2020 |
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(Street)
CHICAGO, IL 60607
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Options (Right to Buy) | $188.73 | 5/28/2020 | | A | | 37009 | | (1) | 5/28/2030 | Common Stock | 37009 | $0 | 37009 | D | |
| Restricted Stock Units | (2) | 5/28/2020 | | A | | 4711 (3) | | 5/28/2023 (3) | 5/28/2023 | Common Stock | 4711 | $0 | 4711 | D | |
| Restricted Stock Units | (2) | 5/28/2020 | | A | | 21195 | | (4) | 5/28/2022 | Common Stock | 21195 | $0 | 21195 | D | |
| Restricted Stock Units | (2) | 5/28/2020 | | A | | 13247 | | (5) | 5/28/2024 | Common Stock | 13247 | $0 | 13247 | D | |
| Explanation of Responses: |
| (1) | Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. |
| (2) | Each restricted stock unit ("RSU") represents a right to acquire one share of McDonald's Corporation common stock. |
| (3) | Represents the target number of RSUs granted, subject to performance-based vesting conditions linked to diluted earnings per share ("EPS") growth and return on incremental invested capital ("ROIIC") for the period of January 1, 2020 through December 31, 2022 (the "Performance Period"). If McDonald's Corporation satisfies both the EPS and ROIIC thresholds, then the number of RSUs that vest may be increased or decreased based upon the McDonald's Corporation total shareholder return relative to the S&P 500 Index over the Performance Period. The number of RSUs earned will range from 0% to 200% of the target number of RSUs granted. |
| (4) | 50% of the RSUs vest on the first anniversary of the grant date and 50% of the RSUs vest on the second anniversary of the grant date. |
| (5) | 50% of the RSUs vest on the second anniversary of the grant date and 50% of the RSUs vest on the forth anniversary of the grant date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
CAPOZZI HEIDI B
MCDONALD'S CORPORATION
110 NORTH CARPENTER STREET
CHICAGO, IL 60607 |
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| EVP - Chief People Officer |
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Signatures
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| /s/ Jennifer Card, Attorney-in-fact | | 5/29/2020 |
| **Signature of Reporting Person | Date |
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